Classmates.com 2010 Annual Report Download - page 208

Family Members. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the option
pursuant to such assignment. The terms applicable to the assigned portion shall be the same as those in effect for this option immediately prior
to such assignment.
4. Dates of Exercise . This option shall become exercisable for the Option Shares in one or more installments in
accordance with the Exercise Schedule set forth in the Grant Notice. As the option becomes exercisable for such installments, those installments
shall accumulate, and the option shall remain exercisable for the accumulated installments until the Expiration Date or sooner termination of the
option term under Paragraph 5 or 6.
5. Cessation of Service
. The option term specified in Paragraph 2 above shall terminate (and this option shall cease to
be outstanding) prior to the Expiration Date should any of the following provisions become applicable:
(a) Except as otherwise expressly provided in subparagraphs (b) through (f) of this Paragraph 5, should
Optionee cease to remain in Service for any reason while this option is outstanding, then Optionee shall have until the close of business on the
last business day coincident with or immediately preceding the expiration of the three (3)-
month period measured from the date of such cessation
of Service during which to exercise this option for any or all of the Option Shares for which this option is vested and exercisable at the time of
Optionee’s cessation of Service, but in no event shall this option be exercisable at any time after the close of business on the last business day
coincident with or immediately preceding the Expiration Date.
(b) In the event Optionee ceases Service by reason of his or her death while this option is outstanding, then this
option may be exercised, for any or all of the Option Shares for which this option is vested and exercisable at the time of Optionee’s cessation of
Service, by (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to
Optionee’s will or the laws of inheritance following Optionee’s death. However, if Optionee dies while holding this option and has an effective
beneficiary designation in effect for this option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the
exclusive right to exercise this option following Optionee’s death. Any such right to exercise this option shall lapse, and this option shall cease
to be outstanding, upon the close of business on the last business day coincident with or immediately preceding the earlier
of (i) the expiration of
the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. Upon the expiration of such limited
exercise period, this option shall terminate and cease to be outstanding for any exercisable Option Shares for which the option has not otherwise
been exercised.
(c) Should Optionee cease Service by reason of Permanent Disability while this option is outstanding, then
Optionee shall have until the close of business on the last business day coincident with or immediately preceding the expiration of the twelve
(12)-month period measured from the date of such cessation of Service during which to exercise this option
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